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RNS - 2025_04_29_HPB plc_The Corporate Governance Code_Compliance questionnaire for 2024

Company: Hrvatska Poštanska Banka d.d. Date: 2025-04-29 Language: English Register to download
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Management Board Jurišićeva ulica 4, HR-10000 Zagreb Phone: +385 1 4804 400, +385 1 4804 409 Fax: +385 1 4810 773

Zagreb, April 29, 2025. No: F00-60/25-SS

**Zagreb Stock Exchange Inc. Croatian Financial Services Supervisory Agency ("HANFA") Croatian News Agency OTS HINA** 

## **Subject: HRVATSKA POŠTANSKA BANKA, p.l.c.**

- **The Corporate Governance Code**
- **Compliance questionnaire for 2024**

**Hrvatska poštanska banka, p.l.c.**

LEI 529900D5G4V6THXC5P79

State of Issuer Republic of Croatia

ISIN HRHPB0RA0002

Stock Exchange Identifier HPB Regulated Market/ Segment

Home Member

Zagreb Stock Exchange Inc. Official Market

Hrvatska poštanska banka d.d. ⋅ Jurišićeva ulica 4, 10000 Zagreb, Croatia ⋅ tel.: +385 1 4890 365 ⋅ hpb@hpb.hr ⋅ www.hpb.hr Management Board: Marko Badurina, President ⋅ Anto Mihaljević, Member ⋅ Ivan Soldo, Member ⋅ Tadija Vrdoljak, Member ⋅ Josip Majher, Member ⋅ Marijana Miličević, Chairman of the Supervisory Board ⋅ IBAN: HR46 2390 0011 0700 0002 9 ⋅ SWIFT: HPBZHR2X ⋅ OIB: 87939104217 ⋅ Registered with Zagreb Commercial Court under number MBS: 080010698 ⋅ Share capital of EUR 161,970,000.00 divided into 2,024,625 ordinary shares each in the nominal value of EUR 80.00 and paid in full.

## **COMPLIANCE QUESTIONAIRE FOR ISSUERS OF SHARES**

All questions contained in this questionnaire relate to the **period of one calendar year.**

The Corporate Governance Code is intended for companies with two-tier governance structure considering that such a governance structure is most common in companies whose shares are listed on the Zagreb Stock Exchange. If the issuer has a one-tier structure, the questionnaire on management practices is answered in accordance with Appendix B of the Code of Corporate Governance

Companies respond to questions from the compliance questionnaire with **YES, NO or Partially** by selecting answers from a drop-down menu for each question. For questions where company has responded with **YES column Explanation is not filled**. For questions where company has responded with **NO or PARTIALLY in the column Explanation it should explain why this is so**, that is:

 - explain in which part it does not comply with the provisions of the Code and for what reason, - describe the measures taken in the place of compliance with provisions of the Code in order to fulfill the objectives set out in the relevant principles of the Code - if the company intends to comply with the provisions of the Code in the future, indicate when it will start to act accordingly.

Instructions for generating XML Schema from XLS files are published on Hanfa's website under Technical instructions and forms in section Transparency of the issuer.

| Year | Institution<br>code |  |  |
|------|---------------------|--|--|
| 2024 | 319                 |  |  |

## **Instructions:**

- \* Year is entered without period (eg. 2019)
- \* Enter the year for which data are entered in the questionnaire

| CHAPTER | PROVISION                                                             | ARTICLE  | QUESTION                                                                                                                                                                                                                                                                                                                                                                         | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|---------|-----------------------------------------------------------------------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1       | Cooperation                                                           | 1        | The articles of association and/or other internal acts clearly define the powers of the supervisory<br>board and management board.                                                                                                                                                                                                                                               | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1       | Cooperation                                                           | 1        | The articles of associationand/or other internal acts are available free of charge on the website of<br>the company.                                                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1       | Cooperation                                                           | 2        | The supervisory board has adopted a decision in which it stated categories of decisions and legal<br>transactions that require prior approval by the supervisory board and those decisions about which<br>management board must consult with the supervisory board before making a decision, and a<br>summary thereof is available free of charge on the website of the company. | NO                                                                                           | The Credit InstiThe Credit Institutions Act, relevant bylaws and internal acts of the<br>Bank define for which categories of decisions or legal affairs the prior consent of the<br>Supervisory Board is required.                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1       | Cooperation                                                           | 2        | The articles of association and/or internal company acts provide for prior consent of the<br>supervisory board for making important decisions that affect the strategy of the company,<br>expenses, risk exposure and reputation.                                                                                                                                                | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1       | Cooperation                                                           | 3        | The articles of association and/or internal company acts stipulate that the supervisory board and<br>its committees have timely access to documents, premises and employees when necessary for<br>the performance of their duties.                                                                                                                                               | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1       | Cooperation                                                           | 4        | The articles of association and/or other internal company acts stipulate that the management<br>board must report to the supervisory board at regular intervals on the operating results of the<br>company, financial situation, substantial financial and non-financial risks and results of interaction<br>with shareholders and other stakeholders.                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1       | Cooperation                                                           | 5        | Statutes and/or internal company documents stipulate that the president of the management<br>board shall immediately notify the supervisory board if there is or is likely for an event to arise that<br>has the potential to significantly affect the results, financial position or reputation of the company.                                                                 | NO                                                                                           | Article 42 of the Article 42 of the Credit Institutions Act defines in which cases the<br>Bank's Management Board must notify the Supervisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1       | Rules of conduct                                                      | 6        | The supervisory board approved the code of conduct (or other internal act), which establishes<br>rules of conduct to be followed by members of the management and supervisory board members,<br>employees and others acting on behalf of the company, which also contains rules and measures<br>to be taken in case of its violations.                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1       | Rules of conduct                                                      | 6        | Code of Conduct (or other internal act) is available free of charge on the website of the company. YES                                                                                                                                                                                                                                                                           |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 7        | For members of the management board and the supervisory board the prohibition of participation<br>in decision-making in relation to which there are conflicts of interest is stipulated.                                                                                                                                                                                         | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 7        | The supervisory board has given prior consent to the policy for managing conflicts of interest.                                                                                                                                                                                                                                                                                  | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 7        | The policy for managing conflicts of interest is available free of charge on the website of the<br>company.                                                                                                                                                                                                                                                                      | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 8        | Members of the supervisory board are obliged to inform the entire supervisory board that they are<br>in an actual or potential conflict of interest.                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 8        | Management board members have a duty to inform the president of the supervisory board and<br>other members of the management board of an actual or potential conflict of interest.                                                                                                                                                                                               | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 8        | The supervisory board keeps records of all notices pertaining to conflict of interest.                                                                                                                                                                                                                                                                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Conflict of interest                                                  | 9        | Member of the management board or the supervisory board has an obligation to inform the<br>President and/or Vice-President of that board if it considers that another member of management<br>or supervisory board is in an actual or potential conflict of interest.                                                                                                            | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Competition ban                                                       | 10       | Members of the supervisory board and management do not perform activities that compete with<br>the business of the company, are not members of the management or supervisory boards of the<br>companies that carry out such activities nor hold more than 5% stake in such companies.                                                                                            | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Competition ban                                                       | 10       | Members of the management board and the supervisory board who hold shares in the companies<br>with which the company is in the competition, informed the secretary of the company of all the<br>shares in such companies and the details of these shares are available free of charge on the<br>website of the company.                                                          | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Related party<br>transactions                                         | 11       | No transactions between members of the management or supervisory board and the company<br>(or a person affiliated with any party) can not be concluded without the prior consent of the<br>supervisory board.                                                                                                                                                                    | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Related party<br>transactions                                         | 11       | The fair value of each material transaction must be confirmed by an independent expert prior to<br>any such transaction, and his or her report has to be available free of charge on the website of the<br>company.                                                                                                                                                              | NO                                                                                           | As the Bank is dealing with credit and deposit operations, the fair value of these<br>transactions is equal to the nominal monetary value. The Credit Institutions Act,<br>bylaws and EU regulations applicable to credit institutions do not prescribe<br>described conduct in such transactions.                                                                                                                                                                                                                                                                                                                                         |
| 2       | Related party<br>transactions                                         | 12       | The company has adopted procedures for the approval and disclosure of transactions between<br>members of the management or supervisory board and the company (or a person affiliated with<br>any party).                                                                                                                                                                         | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2       | Related party<br>transactions                                         | 12       | The audit committee annually assesses the effectiveness of these procedures.                                                                                                                                                                                                                                                                                                     | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | The role of the<br>supervisory board                                  | 13       | The supervisory board is responsible for appointing and dismissing members of the management<br>board and making recommendations for candidates for members of the supervisory board to the<br>general meeting.                                                                                                                                                                  | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | The role of the<br>supervisory board                                  | 13       | The supervisory board has approved formal and transparent procedure for the appointment to<br>both management and supervisory boards.                                                                                                                                                                                                                                            | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | The role of the<br>supervisory board                                  | 14       | The supervisory board has set as a target percentage of female members of the supervisory<br>board and the management board, which must be achieved in the next five years and adopted a<br>plan for the implementation of this goal. Percentage on target and plan were published in the                                                                                        | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | The role of the                                                       | 14       | annual report.<br>A report explaining progress on the plan has been published in the annual report.                                                                                                                                                                                                                                                                              | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | supervisory board<br>The role of the<br>nomination                    | 15       | The nomination committee has all the tasks listed in Article 15 of the Code.                                                                                                                                                                                                                                                                                                     | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         | committee<br>Election of                                              |          | When nominating candidates for the supervisory bord to the general meeting for election the                                                                                                                                                                                                                                                                                      |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | supervisory board<br>members by the<br>general meeting<br>Election of | 16       | company provides information within the general meetin materials on the items requested by<br>Article 16. of the Code.                                                                                                                                                                                                                                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | supervisory board<br>members by the<br>general meeting                | 16       | Informations provided by Article 16 of the Code are freely available on the company`s website.                                                                                                                                                                                                                                                                                   | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | Election of<br>supervisory board<br>members by the<br>general meeting | 17       | Materials for the general meeting contain all the information listed in Article 17 of the Code.                                                                                                                                                                                                                                                                                  | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3       | Election of<br>supervisory board<br>members by the<br>general meeting | 18       | The information referred to in Article 17 of the Code is available free of charge on the website of<br>the company also in cases where workers' representative or another member of the supervisory<br>board which is not elected by the shareholders at the general meeting is apointed.                                                                                        | NO                                                                                           | The provisions of Bank's Articles of Association don't define members of<br>the Supervisory Board elected among employees' representatives or members<br>who are not elected by the shareholders at the General Assembly.                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4       | Responsibilities of<br>the supervisory<br>board                       | 19       | The terms od reference of the supervisory bord include all the responibilities set in Article 19. of<br>the Code.                                                                                                                                                                                                                                                                | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4       | Composition                                                           | 20       | The supervisory board has developed a supervisory board profile which specifes the minimum<br>number of members and combination od skills, knowledge and education, as well as<br>professionaln and practical experience that required in the supervisory board.                                                                                                                 | PARTIALLY                                                                                    | The Bank's Articles of Association, determined by the General Assembly,<br>define the number of Supervisory Board members, but it's target structure and<br>conditions for membership are defined by the Policy on the target structure and<br>the assessment of the suitability of the members of the Supervisory of the Bank,<br>in accordance with Credit Institutions Act and Decision on the assessment of the<br>suitability of the chairperson of the management board, members of the<br>management board, members of the supervisory board and key function holders<br>in a credit institution, issued by Croatian National Bank. |
| 4       | Composition                                                           | 21       | The supervisory board includes members of different gender, age, profile and experience to<br>ensure a diversity perspective when making decisions.                                                                                                                                                                                                                              | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4       | Composition                                                           | 22       | Majority of the members of the supervisory board are independent in accordance with the                                                                                                                                                                                                                                                                                          | NO                                                                                           | Two out of three members of the Supervisory Board are not independent as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4       | Composition                                                           | 22       | definition set out in Appendix A of the Code.<br>The President or deputy president of the supervisory board are independent.                                                                                                                                                                                                                                                     | YES                                                                                          | defined in Annex A of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4       | President                                                             | 23       | The president of the supervisory bord is responible for the activities listed in Article 23. of the<br>Code.                                                                                                                                                                                                                                                                     | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4       | Board committees                                                      | 24       | Supervisory board established the nomination committee.                                                                                                                                                                                                                                                                                                                          | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4<br>4  | Board committees<br>Board committees                                  | 24<br>24 | Supervisory board established the renumeration committee.<br>Supervisory board established the audit committee.                                                                                                                                                                                                                                                                  | YES<br>YES                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

| 4      | Board committees                                           | 24       | The supervisory board stipulated the manadate and activities of each committee.                                                                                                                                                                                                                                                                                                    | PARTIALLY        | The Supervisory Board has established the mandate and activities of each its<br>committees, with the exception of the mandate of two members of the Audit<br>Committee who are simultaneously members of the Supervisory Board, since<br>they are elected by the General Meeting which also determines their mandate.                                                                                                                   |
|--------|------------------------------------------------------------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4      | Board committees                                           | 26       | Each committee of the supervisory board consists of members who have the necessary skills,<br>knowledge and education, as well as professional and practical experience to carry out the<br>committee responsibilities effectively.                                                                                                                                                | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4<br>4 | Board committees<br>Board committees                       | 27<br>27 | Each committee of the supervisory board has at least three members.<br>Majority of the members of each committee of the supervisory board are independent (as defined<br>in Appendix A of the Code).                                                                                                                                                                               | YES<br>PARTIALLY | Majority of Audit Committee members are independent, while other Supervisory<br>Bord committees are consisted of members of Supervisory Board, where one<br>member is indempendent.                                                                                                                                                                                                                                                     |
| 4      | Board committees                                           | 27       | Board members are prohibited to be members of the committee of the supervisory board.                                                                                                                                                                                                                                                                                              | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Board committees                                           | 28       | The terms of reference of each committee is made freely available on the company's website                                                                                                                                                                                                                                                                                         | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Board committees                                           | 28       | The Company's annual report includes a report on the work of each committee of the supervisory<br>board as well as information on the number of meetings held and the members of the committee. YES<br>The minimun expected time commitmnet of each supervisory board member is specified on their                                                                                 |                  | One of conditions checked during assessing the suitability of candidates for                                                                                                                                                                                                                                                                                                                                                            |
| 4      | Time commitment                                            | 29       | appointment.                                                                                                                                                                                                                                                                                                                                                                       | PARTIALLY        | electing as members of Supervisory Bord, is the assessment of the possibility<br>of his commitment to the performance of duties.                                                                                                                                                                                                                                                                                                        |
| 4      | Time commitment                                            | 29       | The annual report includes record of attendance at the meetings for each member of the<br>supervisory board and its committees.                                                                                                                                                                                                                                                    | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Time commitment                                            | 30       | The articles of association and/or internal company acts stipulate the obligation of the supervisory<br>board member to inform the secretary of the company about their membership in the supervisory<br>board or the management board of other companies.                                                                                                                         | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Frequency and<br>format of meetings                        | 31       | The supervisory board meets at least every three months.                                                                                                                                                                                                                                                                                                                           | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Frequency and<br>format of meetings                        | 31       | The supervisory board has adopted a workplan that includes time and agenda of future meetings. YES                                                                                                                                                                                                                                                                                 |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Frequency and<br>format of meetings                        | 31       | Committees of the supervisory board shall meet as often as necessary for the effective discharge<br>of their duties, and regularly report to the supervisory board on its activities.                                                                                                                                                                                              | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Frequency and<br>format of meetings                        | 32       | The supervisory board can meet without the participation of the management board where it<br>considers it appropriate.                                                                                                                                                                                                                                                             | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Frequency and<br>format of meetings                        | 32       | Non-Board committee memebers can participate in committee meeting only at the invitation of the<br>committee.                                                                                                                                                                                                                                                                      | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Support                                                    | 33       | The company has designated an individual to carry out the duties of a company secretary.                                                                                                                                                                                                                                                                                           | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Support                                                    | 33       | According to the company's internal acts, the person carrying out the duties of a company<br>secretary is responsible for ensuring that supervisory board procedures are complied with,<br>advising the supervisory board on governance matters, supporting the president of the<br>supervisory board and helping the supervisory board and committees to function efficiently.    | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Quality and<br>timeliness of<br>information                | 34       | The board terms of reference and/or internal acts require the materials for supervisory board<br>meetings to be provided to all its members at least one week before the meeting.                                                                                                                                                                                                  | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Quality and<br>timeliness of<br>information<br>Quality and | 34       | The bord committee terms of reference and/or internal acts require the materials for board<br>committee meetings to be provided to all its members at least one week before the meeting.                                                                                                                                                                                           | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | timeliness of<br>information<br>Quality and                | 35       | The articles of association and/or internal company acts anticipate that the minutes of the meeting<br>of the supervisory board must be available to all members of the supervisory board.                                                                                                                                                                                         | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | timeliness of<br>information                               | 35       | Supervisory Board meeting minutes provide data on voting results including details of how<br>individual members voted.                                                                                                                                                                                                                                                             | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Quality and<br>timeliness of<br>information                | 36       | The supervisory board has the right to receive information and advice from people outside the<br>company at the expense of the company if it considers it necessary to successfully carry out its<br>duties, provided that the procedure for it is specified in the internal documents of the company<br>issued by the management board with the consent of the supervisory board. | PARTIALLY        | This right of Supervisory Bord is prescribed by the CNB Decision on the<br>Management System.                                                                                                                                                                                                                                                                                                                                           |
| 4      | Training and                                               | 37       | All members of the supervisory board at the time of appointment received introduction training for                                                                                                                                                                                                                                                                                 | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | development<br>Training and                                | 37       | their role.<br>All supervisory bord members receive ongoing training and education to improve their sills and                                                                                                                                                                                                                                                                      | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | development<br>Training and                                | 38       | knowledge.<br>The supervisory board members receive regular updates and briefings from the management                                                                                                                                                                                                                                                                              | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | development<br>Supervisory board                           | 39       | board and experts on matters relevant to the company and to their duties.<br>The supervisory board evaluated its effectiveness in the past 12 months.                                                                                                                                                                                                                              | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        | evaluation<br>Supervisory board                            |          |                                                                                                                                                                                                                                                                                                                                                                                    |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | evaluation<br>Supervisory board                            | 39       | The supervisory board assessed the individual results of its members in the last 12 months.                                                                                                                                                                                                                                                                                        | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | evaluation                                                 | 39       | The evaluation of the supervisory board was led by the president or deputy president.                                                                                                                                                                                                                                                                                              | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4      | Supervisory board<br>evaluation                            | 40       | The evaluation of the supervisory board included an assessment of all the matters specified in<br>Article 40 of the Code                                                                                                                                                                                                                                                           | NO               | Structure of the Supervisory Board is evaluated once a year for credit institutions,<br>through a regular annual assessment of the collective suitability of the Supervisory<br>Board.                                                                                                                                                                                                                                                  |
| 4      | Supervisory board<br>evaluation                            | 41       | The annual report includes the assessment report of the supervisory board and its committees in<br>which they assessed all the circumstances set out in Article 41 of the Code.                                                                                                                                                                                                    | PARTIALLY        | Annual Report comprises a summary of results of Supervisory Board member<br>fit&proper assessment. This assessment was carried out in line with applicable<br>regulation by the Committee for fit&proper assessment that had been established in<br>the Bank. On yearly basis, General Assembly issues a Decision on suitability of<br>Supervisory Board on an individual and collective level. This Decision is publicly<br>disclosed. |
| 5      | Responsibilities of<br>the management<br>bord              | 42       | The duties of management board include all the activities listed in Article 42 of the Code.                                                                                                                                                                                                                                                                                        | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Responsibilities of<br>the management<br>bord              | 43       | The supervisory board has approved internal rules of procedure adopted by the management<br>board that define the matters specified in Article 43. of the Code.                                                                                                                                                                                                                    | PARTIALLY        | Management Board of the Bank adopted the rules of procedure of Management<br>Board and defined the provisions of Article 43 of the Code.                                                                                                                                                                                                                                                                                                |
| 5      | Responsibilities of<br>the management<br>bord              | 44       | In the case of groups, the management board of the parent company is obliged to ensure<br>effective oversight over the activities of other companies in the group.                                                                                                                                                                                                                 | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Responsibilities of<br>the management<br>bord              | 44       | The articles of association and/or internal company acts contain rules governing responsibilities<br>and reporting procedures at the level of the parent company and subsidiaries.                                                                                                                                                                                                 | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Composition                                                | 45       | The supervisory board ensures that management maintains a profile of the management board<br>which determines the minimum number of members and a combination of members who<br>possess the skills, knowledge and education, as well as professional and practical experience that<br>are required for management board.                                                           | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | The president                                              | 46       | The president of the management board is formally responsible for the activities listed in Article<br>46. of the Code.                                                                                                                                                                                                                                                             | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Limits on other<br>appointments                            | 47       | Internal company documents provide that the members of the management board must obtain<br>the prior consent of the supervisory board before accepting appointment to the management                                                                                                                                                                                               | NO               | Regulated by the Act on the prevention of conflict of interest.                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Limits on other                                            | 47       | board or supervisory board which is not part of the same group.<br>Internal documents of the company provide that board members are prohibited from holding more                                                                                                                                                                                                                   | NO               | Regulated by the Act on the prevention of conflict of interest.                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | appointments<br>Board evaluation                           | 48       | than two positions in the management or supervisory board of other such companies.<br>The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for<br>cooperation between the supervisory board and the management board, as well as the adequacy                                                                                                  | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        |                                                            |          | of support and information received from the management board.<br>Results of the evaluation of arrangements for cooperation between the supervisory board and                                                                                                                                                                                                                      |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Board evaluation                                           | 48       | management are included in the annual report.<br>The management board has evaluated its own effectiveness and that of its individual members in                                                                                                                                                                                                                                    | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Board evaluation                                           | 49       | the last 12 months.<br>The management board has reported the conclusions of the evaluations of its members to the                                                                                                                                                                                                                                                                  | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5      | Board evaluation                                           | 49       | supervisory board.                                                                                                                                                                                                                                                                                                                                                                 | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6      | Role of<br>remuneration<br>committee                       | 50       | The duties of the remuneration board include all the activities listed in Article 50 of the Code.                                                                                                                                                                                                                                                                                  | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6      | Remuneration of<br>management board<br>members             | 51       | The supervisory board determines the annual remuneration of of each member of the<br>management board, based on recommendations of the remuneration committee and in<br>accordance with the approved remuneration policy.                                                                                                                                                          | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6      | Remuneration of<br>management board<br>members             | 52       | The level of receipts of members of the management board takes into account the agreed<br>strategy, risk appetite, the economic environment in which the company operates as well as<br>wages and conditions of workers within companies.                                                                                                                                          | YES              |                                                                                                                                                                                                                                                                                                                                                                                                                                         |

| 6 | Remuneration of<br>management board<br>members          | 53 | Remuneration policy provides that a management board member may not dispose of the shares<br>assigned to it as part of the remuneration at least two years from the date on which the shares<br>were assigned to him or her.                                                                                                                                              | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|---|---------------------------------------------------------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 6 | Remuneration of<br>management board                     | 53 | Remuneration policy provides that a management board member may not make use of stock<br>options assigned to him or her as part of the remuneration for at least two years from the date on                                                                                                                                                                               | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | members<br>Remuneration of                              |    | which stock options were assigned to him or her.<br>Remuneration policy includes provisions that closely define the circumstances in which a portion                                                                                                                                                                                                                      |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6 | management board<br>members<br>Remuneration of          | 53 | of the remuneration of management board member was put on hold or to was asked to be<br>returned.<br>Remuneration level for the president of the supervisory board and of other members of the                                                                                                                                                                            | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6 | supervisory board<br>members                            | 54 | supervisory board reflects the time commitment and responsibilities, including the time<br>commitment and responsibilities in the committees of the supervisory board.                                                                                                                                                                                                    | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6 | Remuneration of<br>supervisory board<br>members         | 55 | Remuneration policy and/or internal company documents prohibit the inclusion of variable<br>elements or other elements related to performance in the remuneration of the supervisory board. YES                                                                                                                                                                           |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6 | Reporting on<br>remuneration                            | 56 | Remuneration policy of the company was approved by shareholders at a general meeting.                                                                                                                                                                                                                                                                                     | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6 | Reporting on                                            | 56 | The company has made freely available on its website its remuneration policy, as approved by the                                                                                                                                                                                                                                                                          | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6 | remuneration<br>Reporting on                            | 57 | shareholders.<br>Annual report on remuneration includes data on remuneration of each individual member of the                                                                                                                                                                                                                                                             | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | remuneration<br>Roles of the                            |    | supervisory board as well as other information contained in Article 57 of the Code.<br>Management board, with the prior approval of the supervisory board, adopted a policy that                                                                                                                                                                                          |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | supervisory and<br>management<br>boards<br>Roles of the | 58 | determines the nature and extent of risk that company needs and that is willing to take in order to<br>achieve all the long-term strategic objectives ( "risk appetite").                                                                                                                                                                                                 | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | supervisory and<br>management<br>boards                 | 59 | The management board is formally responsible for the activities listed in Article 59 of the Code.                                                                                                                                                                                                                                                                         | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Role of the audit<br>committee                          | 60 | Terms of reference of the audit committee includes all activities listed in Article 60 of the Code.                                                                                                                                                                                                                                                                       | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Role of the audit<br>committee                          | 61 | The audit committee, the supervisory board or one of its committees, undertook the activities<br>referred to in Article 61 of the Code.                                                                                                                                                                                                                                   | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Relations with the<br>external auditor                  | 62 | The audit committee oversees the process of selection and appointment of external auditors in<br>accordance with the legal requirements and makes recommendations to the supervisory board<br>for the selection of the external auditor and conditions for their appointment.                                                                                             | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Relations with the                                      | 63 | The audit committee in the last 12 months approved the work plan of the external auditors, which                                                                                                                                                                                                                                                                          | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | external auditor<br>Relations with the                  |    | includes the scope and content of the activities to be audited.<br>The audit committee shall meet as necessary with the external auditors to discuss the issues that                                                                                                                                                                                                      |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | external auditor                                        | 63 | have been identified during the audit and to oversee the quality of services provided.                                                                                                                                                                                                                                                                                    | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Relations with the<br>external auditor                  | 64 | The audit committee if responsible for monitoring the independence and objective of external<br>auditor.                                                                                                                                                                                                                                                                  | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Relations with the<br>external auditor                  | 64 | The audit committee approved a policy on permitted non-audit services provided by the external<br>auditor.                                                                                                                                                                                                                                                                | PARTIALLY | Any non audit service contracted with the statutory auditor, which is not prohibited<br>in accordance with EU Regulation 537/2014, is subject to prior consent of the audit<br>committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 7 | Risk management<br>and internal control                 | 65 | The audit committee evaluated the effectiveness of risk management and internal control system<br>as a whole at least once a year.                                                                                                                                                                                                                                        | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 65 | The audit committee, where appropriate, makes recommendations to the supervisory board and<br>management board regarding the effectiveness of risk management and internal control systems. YES                                                                                                                                                                           |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 66 | The company maintains an effective risk management system that provides reliable identification<br>of risk measurement, answers, reporting and supervision.                                                                                                                                                                                                               | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 66 | The company has determined clear internal responsibilities for the maintenance of the risk<br>management system and a clear procedure for maintaining contact between persons responsible<br>and the audit committee.                                                                                                                                                     | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 67 | The company has established an internal audit function responsible for monitoring the<br>effectiveness of internal control systems, including risk management.                                                                                                                                                                                                            | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 67 | The audit committee approved the internal audit plan in the last 12 months.                                                                                                                                                                                                                                                                                               | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 67 | The audit committee receives reports of internal auditors and monitors the implementation of its<br>recommendations.                                                                                                                                                                                                                                                      | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 68 | The audit committee shall recommend to the supervisory board the appointment or dismissal of<br>the heads of the internal audit function.                                                                                                                                                                                                                                 | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Risk management<br>and internal control                 | 68 | If the company des not have internal audit function, the audit committee has once in the last 12<br>months evaluated the need for this function as part of its assessment of internal control systems. NO                                                                                                                                                                 |           | The Bank has an internal audit function.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 7 | Whistle-blowing                                         | 68 | Management board, with the prior approval of the supervisory board, adopted a procedure for<br>reporting violations of laws or internal rules of the company, actual or in the case of suspected<br>violation.                                                                                                                                                            | PARTIALLY | Subsequent to negotiation with union representative carrying out a function of<br>workers' committee, the Bank's Management Board has adopted a Manual on<br>procedure for reporting irregularities, which is completely compliant with the<br>Wistleblower Protection Act (NN 46/22). According to this Act, there is no legal<br>basis due to which Supervisory Board's assent would be nSubsequent to<br>negotiation with union representative carrying out a function of workers' committee,<br>the Bank's Management Board has adopted a Manual on procedure for reporting<br>irregularities, which is completely compliant with the Wistleblower Protection Act<br>(NN 46/22). According to this Act, there is no legal basis due to which Supervisory<br>Board's assent would be necessary. |
| 7 | Whistle-blowing                                         | 69 | The procedure ensures that workers and external stakeholders do not suffer negative<br>consequences if they report suspicious behavior.                                                                                                                                                                                                                                   | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Whistle-blowing                                         | 69 | Details of the procedure for registration are available free of charge on the website of the<br>company.                                                                                                                                                                                                                                                                  | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Whistle-blowing                                         | 70 | Statute and/or internal company documents stipulate the duty of the management board to inform<br>the supervisory board of any irregularities and and to agree on measures that must be                                                                                                                                                                                   | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7 | Whistle-blowing                                         | 70 | implemented.<br>The audit committee evaluated the effectiveness of the procedure and its application in the last 12<br>months.                                                                                                                                                                                                                                            | PARTIALLY | In accordance with special regulations for CI, the Audit Committee is not competent<br>to evaluate the effectiveness of the whistle-blowing procedure and its application.<br>The role and competence of the AC of the Bank is prescribed in Art. 12 of the<br>Whistle-Blowing Ordinance, consists in verifying the facts and evidence specified in<br>the report received, to control the procedure for establishing all disputed facts, as<br>well as to propose appropriate measures after the procedure for establishing all the<br>facts has been closed. In 2024, no reports of irregularities were received; therefore<br>there was no need to carry out any controls, nor impose measures.                                                                                                 |
| 8 | Use of the company<br>website                           | 71 | All information that the company is required to disclose in accordance with the law, rules on the<br>listing, the Code and its own Articles of Association are available free of charge on the website of<br>the company.                                                                                                                                                 | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8 | Use of the company<br>website                           | 72 | The company makes freely available and easily accessible on the website all the information<br>requested by Article 72 of the Code.                                                                                                                                                                                                                                       | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8 | Use of the company<br>website                           | 73 | The company ensures that the information on the website is kept up to date and published in<br>accordance with time limits prescribed in law and regulations.                                                                                                                                                                                                             | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8 | Use of the company                                      | 73 | All data on the website are freely available in both Croatian and English.                                                                                                                                                                                                                                                                                                | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8 | website<br>Annual report                                | 74 | The annual report contains all the information referred to in Article 74 of the Code.                                                                                                                                                                                                                                                                                     | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9 | Relations with<br>shareholders                          | 75 | The Company ensured that all shareholders, regardless of the number or type of shares they<br>hold, have equal access to information about the company and about the way they can carry and                                                                                                                                                                               | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9 | Relations with<br>shareholders                          | 76 | protect their rights.<br>The Company has established an effective formal mechanisms to ensure minority shareholders<br>the possibility of asking questions directly to president of the management board and president of<br>the supervisory board, and the details of the functioning of these mechanisms are available free of<br>charge on the website of the company. | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9 | Relations with<br>shareholders                          | 77 | The Company has selected a person that will for all shareholders be the person to contact in<br>relations with investors, and contact of this person is available free of charge on the website of the                                                                                                                                                                    | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9 | General meeting                                         | 78 | company.<br>The articles of associationand/or internal rules of the company do not in any way limit the ability of<br>shareholders to call a general meeting, to participate in it or to add items to the agenda.                                                                                                                                                         | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

| 9  | General meeting                    | 79 | The articles of association and/or internal company documents allow shareholders the opportunity<br>to exercise their right to vote by proxy without restriction.                                                                                                                                                                                                                                                                                                               | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----|------------------------------------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 9  | General meeting                    | 79 | The articles of associationand/or internal company documents allow shareholders the opportunity<br>to exercise their right to vote electronically without restrictions.                                                                                                                                                                                                                                                                                                         | NO        | The provisions of the Bank's Articles of Association stipulate that the Bank's<br>Management Board is authorized to make a decision that would enable<br>shareholders to exercise all or only some of their rights by electronic<br>communication in full or in part when they do not personally participate in the<br>General Assembly on the place where it is held, all in accordance with relevant<br>provisions of the Companies Act and taking into account any additional<br>circumstances. |
| 9  | General meeting                    | 79 | Explanation of other ways in which shareholders can exercise its right to vote are set out in the<br>documents for the general meeting.                                                                                                                                                                                                                                                                                                                                         | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 80 | Notice of the general meeting is published no later than 30 days before it is held.                                                                                                                                                                                                                                                                                                                                                                                             | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 80 | The agenda, decisions and all other materials required for the general meeting are available free<br>of charge on the website of the company.                                                                                                                                                                                                                                                                                                                                   | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 80 | All documents are available in English and Croatian language.                                                                                                                                                                                                                                                                                                                                                                                                                   | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 81 | All persons referred to in Article 81 of the Code were present at the general meeting in the past 12<br>months.                                                                                                                                                                                                                                                                                                                                                                 | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 81 | The external auditor was present at the general meeting where financial statements are<br>presented.                                                                                                                                                                                                                                                                                                                                                                            | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 82 | The company has made the desicions of a general meeting freely available on its website without<br>delay.                                                                                                                                                                                                                                                                                                                                                                       | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9  | General meeting                    | 82 | Within 30 days from the date of the general meeting the company has made available on its<br>website free of charge answers to questions raised at the general meeting.                                                                                                                                                                                                                                                                                                         | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10 | Corporate social<br>responsibility | 83 | The supervisory and managent boards have agreed and adopted policies listed in Article 83 of the<br>Code.                                                                                                                                                                                                                                                                                                                                                                       | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10 | Corporate social<br>responsibility | 83 | These policies are available free of charge on the company's website.                                                                                                                                                                                                                                                                                                                                                                                                           | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10 | Corporate social<br>responsibility | 84 | When the management board asks prior consent from the supervisory board for the decisions,<br>accompanying documents explain how the recommended measure is in line with the policies<br>associated with the impact assesment of company's activities on the environment and the<br>community, with the policies associated with the preservation of human rights and workers' rights<br>and the measures associated with prevention and sanctioning of corruption and bribery. | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10 | Stakeholder<br>engagement          | 85 | The supervisory board and management board jointly identified which are considered key<br>stakeholders in relation to company.                                                                                                                                                                                                                                                                                                                                                  | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10 | Stakeholder<br>engagement          | 85 | Management board has ensured the existence of effective mechanisms for regular interaction<br>with key stakeholders, as well as to inform the supervisory board about the results of these<br>communications.                                                                                                                                                                                                                                                                   | YES       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10 | Stakeholder<br>engagement          | 86 | The supervisory board is authorized, subject to prior notification to the president of the<br>management board, to organize meetings with external stakeholders when it deems it necessary. PARTIALLY                                                                                                                                                                                                                                                                           |           | Supervisory Board is authorized to communicate with the supervisor in accordance<br>with the Croatian National Banks Decision on the method of exercising supervision<br>of credit institutions and imposing supervisory measures.                                                                                                                                                                                                                                                                 |
| 10 | Stakeholder<br>engagement          | 87 | In the mandate of every committee of the supervisory board it is provided for what purpose<br>president of the committe may communicate directly with stakeholders and what procedure to<br>follow.                                                                                                                                                                                                                                                                             | PARTIALLY | Audit Committee is authorized to communicate with the audit company that<br>performs the Bank's statutory audit, pursuant to the Audit Act and Regulation.                                                                                                                                                                                                                                                                                                                                         |